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RTN STEALTH SOFTWARE INC.

5250 Satellite Drive, Unit 22

Mississauga, Ontario

L4W 5G5

NOTICE OF THE ANNUAL GENERAL AND SPECIAL MEETING

OF SHAREHOLDERS TO BE HELD ON MARCH 30, 2011

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “Meeting”) of

the shareholders of RTN Stealth Software Inc. (the “Corporation”) will be held at the offices of

FASKEN MARTINEAU DUMOULIN LLP, LOCATED AT 333 BAY STREET, 24^TH FLOOR,

TORONTO, ON, M5H 2T6 ON WEDNESDAY, MARCH 30, 2011 AT THE HOUR OF

4:00 P.M. (TORONTO TIME), for the following purposes:

To receive and consider the financial statements of the Corporation for the fiscal year

ended December 31, 2010;

To fix the number of directors on the board of directors of the Corporation (the “Board

of Directors”) at nine (9) and to elect directors for the ensuing year;

To appoint auditors for the ensuing year and to authorize the directors to fix their

remuneration;

To ratify the Board of Directors’ decision to convert the special convertible Class B

preferred shares (Series 1) into common shares and simplify the capital structure of the

Corporation into one class of common shares and one class of preferred shares;

To ratify the Board of Directors’ decision to continue the Corporation from British

Columbia into Ontario under the name Quantitative Alpha Trading Inc., to authorize the

filing of articles of continuance and adopt a new general by-law;

To ratify the Board of Directors’ decision to adopt a long-term incentive stock option

plan; and

To transact such other business as may properly be brought before the Meeting.

The enclosed Information Circular accompanying this Notice of Meeting should be

consulted for further details on the matters to be acted upon.

DATED as of the 28^th day of February, 2011.

BY ORDER OF THE BOARD OF DIRECTORS

“Michael Boulter”

Michael Boulter, President, Chief Operating Officer and

Interim Chief Executive Officer

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IMPORTANT

Only holders of common shares of the Corporation of record at the close of business on February

24, 2011 are entitled to notice of the Meeting and only those holders of the common shares of the

Corporation of record at the close of business on February 24, 2011, or who subsequently

become shareholders and comply with the provisions of the Business Corporations Act

(British Columbia) (“BCBCA”), are entitled to vote at the Meeting. If you are unable to attend in

person, kindly fill in, sign and return the enclosed proxy in the envelope provided for that

purpose.

Proxies, to be valid, must be deposited at the office of the registrar and transfer agent of the

Corporation, Computershare Trust Company of Canada, 2^nd Floor, 510 Burrard Street,

Vancouver, British Columbia, V6C 3B9 (Facsimile: (604) 689-8144) not less than 48 hours,

excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or any adjournment

of the Meeting.

DM_TOR/286344-00002/4367671.4C

RTN STEALTH SOFTWARE INC.

212 King Street West, Suite 203

Toronto, Ontario

M5H 1K5

INFORMATION CIRCULAR

PURPOSE OF SOLICITATION

THIS INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH

THE SOLICITATION OF PROXIES BY THE MANAGEMENT OF RTN STEALTH

SOFTWARE INC. (THE “CORPORATION”) FOR USE AT THE ANNUAL GENERAL

AND SPECIAL MEETING OF SHAREHOLDERS OF THE CORPORATION (THE

“MEETING”) TO BE HELD AT THE OFFICE OF FASKEN MARTINEAU

DUMOULIN LLP, LOCATED AT 333 BAY STREET, BAY ADELAIDE CENTRE,

24^TH FLOOR, TORONTO, ONTARIO, M5H 2T6 ON WEDNESDAY, MARCH 30, 2011

AT THE HOUR OF 4:00 P.M. (TORONTO TIME), AND AT ANY ADJOURNMENT

THEREOF FOR THE PURPOSES SET OUT IN THE ACCOMPANYING NOTICE OF

MEETING. Although it is expected that the solicitation of proxies will be primarily by mail,

proxies may also be solicited personally or by telephone by directors or officers of the

Corporation. Pursuant to National Instrument 54-101 Communication with Beneficial Owners of

Securities of a Reporting Issuer, arrangements have been made with clearing agencies, brokerage

houses and other financial intermediaries to forward proxy solicitation material to the beneficial

owners of the common shares of the Corporation (“Common Shares”). The cost of any such

solicitation will be borne by the Corporation.

VOTING OF PROXIES

All Common Shares represented at the Meeting by properly executed proxies will be

voted or withheld from voting and where a choice with respect to any matter to be acted upon

has been specified in the instrument of proxy, the Common Shares represented by the proxy will

be voted or withheld from voting in accordance with such specifications. IN THE ABSENCE

OF ANY SUCH SPECIFICATIONS, THE MANAGEMENT DESIGNEES WILL VOTE

IN FAVOUR OF ALL THE MATTERS SET OUT HEREIN.

THE ENCLOSED INSTRUMENT OF PROXY CONFERS DISCRETIONARY

AUTHORITY UPON THE MANAGEMENT DESIGNEES, OR OTHER PERSONS

NAMED AS PROXY, WITH RESPECT TO AMENDMENTS TO OR VARIATIONS OF

MATTERS IDENTIFIED IN THE NOTICE OF MEETING AND ANY OTHER

MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING. AT THE

DATE OF THIS INFORMATION CIRCULAR, THE CORPORATION IS NOT AWARE

OF ANY AMENDMENTS TO, OR VARIATIONS OF, OR OTHER MATTERS WHICH

MAY COME BEFORE THE MEETING. IN THE EVENT THAT OTHER MATTERS

COME BEFORE THE MEETING, THEN THE MANAGEMENT DESIGNEES INTEND

TO VOTE IN ACCORDANCE WITH THE JUDGMENT OF THE MANAGEMENT

DESIGNEES.

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Proxies, to be valid, must be deposited at the office of the Registrar and Transfer Agent

of the Corporation, Computershare Trust Company of Canada, 2^nd Floor, 510 Burrard Street,

Vancouver, British Columbia, V6C 3B9, not less than 48 hours, excluding Saturdays, Sundays

and statutory holidays, preceding the Meeting or any adjournment of the Meeting.

APPOINTMENT OF PROXY

A SHAREHOLDER HAS THE RIGHT TO DESIGNATE A PERSON OR

COMPANY (WHO NEED NOT BE A SHAREHOLDER OF THE CORPORATION), TO

ATTEND AND ACT AND ON BEHALF OF SUCH SHAREHOLDER AT THE

MEETING OR ANY ADJOURNMENT THEREOF. Such right may be exercised by

inserting in the blank space provided, the name of the person or company to be designated and

striking out therefrom, the names of the management designees or by completing another proper

instrument of proxy and, in either case, signing, dating and depositing the instrument of proxy

with the Registrar and Transfer Agent of the Corporation, Computershare Trust Company of

Canada, 2^nd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9, not less than

48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or any

adjournment of the Meeting.

REVOCATION OF PROXIES

A shareholder who has given a proxy may revoke it as to any matter upon which a vote

has not already been cast pursuant to the authority conferred by the proxy.

A shareholder may revoke a proxy by:

(a)

depositing an instrument in writing, executed by him or her or his or her attorney

authorized in writing, or if the shareholder is a corporation, under its corporate

seal or signed by a duly authorized officer or attorney for the Corporation:

(i)

at the offices of the Registrar and Transfer Agent of the Corporation,

Computershare Trust Company of Canada, 2^nd Floor, 510 Burrard Street,

Vancouver, British Columbia, V6C 3B9, at any time, but not less than

48 hours, excluding Saturdays, Sundays and statutory holidays, preceding

the Meeting or any adjournment of the Meeting at which the proxy is to be

used;

(ii)

at the registered office of the Corporation, 5250 Satellite Drive, Unit 22,

Mississauga, Ontario L4W 5G5 at any time up to and including the last

business day preceding the day of the Meeting at which the proxy is to be

used; or

(iii) before the commencement of the Meeting with the chairman of the

Meeting on the day of the Meeting or any adjournment of the Meeting; or

(b)

in any other manner permitted by law.

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In addition, a proxy may be revoked by the shareholder executing another form of proxy

bearing a later date and depositing same at the offices of the Registrar and Transfer Agent of the

Corporation within the time period set out under the heading “Voting of Proxies”, or by the

shareholder personally attending the Meeting and voting his, her or its shares.

ADVICE TO BENEFICIAL HOLDERS OF COMMON SHARES

ON VOTING COMMON SHARES

Shareholders who do not hold their shares in their own name (referred to in this

Information Circular as “Beneficial Shareholders”) should note that only proxies deposited by

shareholders whose names appear on the records of the Corporation as the registered holders of

Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed

in an account statement provided to a shareholder by a broker, then, in almost all cases, those

Common Shares will not be registered in the shareholder’s name on the records of the

Corporation. Such Common Shares will more likely be registered under the name of the

shareholder’s broker or an agent of that broker. In Canada, the vast majority of such shares are

registered under the name of CDS & Co. (the nominee of The Canadian Depository for

Securities Limited, which acts as depositary for many Canadian brokerage firms). Common

Shares held by brokers or their agents or nominees can only be voted (for or against resolutions)

upon the instructions of the Beneficial Shareholder. Without specific instructions, a broker and

its agents and nominees are prohibited from voting shares for the broker’s clients. Therefore,

Beneficial Shareholders should ensure that instructions respecting the voting of their

Common Shares are communicated to the appropriate person.

Applicable regulatory rules require intermediaries/brokers to seek voting instructions

from Beneficial Shareholders in advance of shareholders’ meetings. Every intermediary/broker

has its own mailing procedures and provides its own return instructions to clients, which should

be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares

are voted at the Meeting. Often, the form of proxy supplied to a Beneficial Shareholder by its

broker (or the agent of the broker) is identical to the form of proxy provided to registered

shareholders. However, its purpose is limited to instructing the registered shareholder (the broker

or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of

brokers now delegate responsibility for obtaining instructions from clients to Broadridge

Financial Solutions, Inc. (“Broadridge”). Broadridge typically prepares machine-readable

voting instruction forms, mails those forms to the Beneficial Shareholders and asks Beneficial

Shareholders to return the voting instructions to Broadridge or to call their toll free telephone

number to vote their shares or access their web site www.proxyvotecanada.com to deliver voting

instructions. Broadridge then tabulates the results of all instructions received and provides

appropriate instructions respecting the voting of shares to be represented at a meeting. A

Beneficial Shareholder receiving a voting instruction form cannot use that form to vote

Common Shares directly at the Meeting. The voting instructions must be communicated to

Broadridge well in advance of the Meeting in order to have the Common Shares voted at

the Meeting.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the

purposes of voting Common Shares registered in the name of his or her broker (or an agent of the

broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for the registered

DM_TOR/286344-00002/4367671.4C

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shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to

attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered

shareholder, should enter their own names in the blank space on the form of proxy provided to

them and return the same to their broker (or the broker’s agent) in accordance with the

instructions provided by such broker (or agent), well in advance of the Meeting.

Non-Objecting Beneficial Owners

These security holder materials are being sent to both registered and non-registered

owners of the securities. If you are a non-registered owner, and the Corporation or its agent has

sent these materials directly to you, your name and address and information about your holdings

of securities, have been obtained in accordance with applicable securities regulatory

requirements from the intermediary holding on your behalf. By choosing to send these materials

to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed

responsibility for (i) delivering these materials to you, and (ii) executing your proper voting

instructions. Please return your voting instructions as specified in the request for voting

instructions or form of proxy delivered to you.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Minute Book of the Corporation provides that it is authorized to issue an unlimited

number of Class A common shares (“Common Shares”) in the share capital of the Corporation

without nominal or par value. According to the records of the Transfer Agent, a total of

133,825,238 Common Shares are issued and outstanding on the date hereof and entitled to vote

at the Meeting on the basis of one vote for each Common Share held.

According to the Minute Book of the Corporation, a total of 5,250,000 special Class B

preferred shares (Series 1), convertible into Common Shares on a 10:1 ratio, all subject to the

satisfaction of certain conditions (the “Special Preferred Shares”) are also issued and

outstanding, together with warrants to acquire 38,095,238 additional Common Shares of the

Corporation from Treasury at $0.0525 per share.

Finally, pursuant to an agreement to restructure its indebtedness reached in January 2010,

certain insiders led by Mr. Todd Halpern agreed to purchase and hold promissory notes of the

Company in an aggregate principal amount of US$2,407,212, together with interest accruing

thereon at the rate of Prime + 1% (the “Notes”). Under the terms of the agreement, the Company

may elect at any time prior to March 30, 2011, to pay all, but not less than all, of the aggregate

principal amount then outstanding on one or more of the Notes, together with accured and unpaid

interest thereon, by issuing to the holder a number of Common Shares equal to the amount then

owning on the relevant note divided by an issue price of $0.0525 per share. Although holders of

the Notes have also agreed to extend the term of the Notes for three (3) years on the same terms

and conditions, it is currently anticipated that the Company will elect to satisfy its indebtedness

by the issuance of Common Shares. The satisfaction by the Corporation of all amounts

outstanding under the Notes as at February 28, 2010 inclusive of accrued interest would require

the issuance of 47,254,529 Common Shares.

DM_TOR/286344-00002/4367671.4C

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Clarification and Rectification of Shareholder Record

The Corporation has undertaken a review of its books and records with the assistance of

counsel and is seeking to satisfy itself that adequate consideration was paid in connection with

certain share issuances processed in 2009. Depending on the outcome of its enquiry, the

Corporation will take such steps as it is entitled to in order to to resolve any deficiency in the

consideration received by the Corporation.

Additionally, it appears that the Corporation neglected to complete certain required

filings with the Registrar of Companies in 2009 in relation to the change of its name from ‘Arris

Resources Inc.’ to ‘RTN Stealth Software Inc’, the alteration of its authorized share structure (the

creation of the Common Shares and the Special Preferred Shares) and the 5:1 split of Common

Shares approved by the shareholders as part of the arrangement that resulted in the current share

capitalization of the Corporation. The Board of Directors has instructed counsel to proceed with

an application for Order of the Court pursuant to, inter alia, Section 68 of the BCBCA validating

the creation and issuance of the the Common Shares and the Special Preferred Shares on the

grounds that it is just and equitable to do so given that the failure to make the required filings

was in error.

Subject to the foregoing, the holders of Common Shares of record at the close of business

on the record date, set by the directors of the Corporation to be February 24, 2011 (the “Record

Date”), are entitled to vote such Common Shares at the Meeting.

Under the Corporation’s Articles, one shareholder must be present in person or by proxy

and entitled to vote at the Meeting before any action may validly be taken at the Meeting. If such

a quorum is not present, the Meeting will be rescheduled.

Pursuant to the Alpha Voting Trust, absent a proposal to liquidate or wind-up the

Corporation and for so long as the Common Shares are listed for trading on a recognized stock

exchange, the voting rights in respect of a total of 74,647,815 Common Shares registered in the

name of Alpha Voting Trust beneficially owned by others, representing 55.78% of the issued and

outstanding Common Shares of the Corporation, are irrevocably in the discretion of, and

controlled by:

(1) Mr. Todd Halpern, Chair of the Board of Directors, and

(2) Mr. Alfred Apps, proposed Director,

acting jointly under full indemnity from the beneficial owners, which include Joseph Ertl

beneficially owning 37,323,908 Common Shares representing 27.89% of the issued and

outstanding Common Shares of the Corporation and Travis Trust, as trustee (the adult

beneficiaries of Travis Trust are Marsha Arviv, Adam Arviv and Jennifer Arviv and the minor

benficiaries are Oiana Arviv, Kayla Arviv and Alexis Arviv) beneficially owning 37,323,907

Common Shares, representing 27.89% of the issued and outstanding Common Shares of the

Corporation.

To the knowledge of the directors and executive officers of the Corporation, as at the date

hereof, no other person beneficially owns, or controls or directs, directly or indirectly, Common

DM_TOR/286344-00002/4367671.4C

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Shares carrying more than 10% of the voting rights of the issued and outstanding Common

Shares of the Corporation.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Corporation’s directors, the only matters to be dealt with at the

Meeting are those matters set forth in the accompanying Notice of Meeting relating to:

(i) receiving and considering the financial statements of the Corporation for the fiscal year ended

December 31, 2010; (ii) fixing the number of directors at nine (9) and the election of directors of

the Corporation; (iii) appointing auditors for the ensuing year and to authorizing the directors to

fix their remuneration; (iv) the ratification of the amendment of the Corporation’s articles of

incorporation to permit the early conversion of the Special Preferred Shares into Common Shares

and the simplification of the capital structure of the Corporation into one class of common shares

and one class of preferred shares; (v) the ratification of the continuance of the Corporation from

British Columbia into Ontario under the name Quantitative Alpha Trading Inc. and the adoption

of a new general by-law; and (vi) the ratification of the adoption of a long-term incentive stock

option plan.

FINANCIAL STATEMENTS

Financial statements for the Corporation will be placed before the shareholders at the

Meeting. Shareholders who have previously requested financial statements will receive a copy

of the financial statements by mail, or if eligible, by email. Shareholders can request future

financial statements by completing the proxy accompanying the Notice of Meeting and

Information Circular. Copies of the financial statements and management’s discussion and

analysis are also available at www.sedar.com.

II.

ELECTION OF DIRECTORS

The board of directors of the Corporation (the “Board of Directors”) presently consists

of four directors to be elected annually. In accordance with the BCBCA, the number of directors

cannot be fewer than three. It is proposed to fix the number of directors at nine (9) persons.

Some of the nominees are now directors of the Corporation and have been directors since

the dates indicated below. Nikolas Perrault and Donald Ziraldo have advised the Corporation that

they will not be seeking re-election.

It is proposed that the persons named below will be nominated as directors at the

Meeting. Each director elected will hold office until the next annual meeting of shareholders or

until his successor is duly elected or appointed pursuant to the Articles of the Corporation unless

his office is earlier vacated in accordance with the provisions of the BCBCA or the

Corporation’s Articles.

IT IS THE INTENTION OF THE MANAGEMENT DESIGNEES, IF NAMED AS

PROXY, TO VOTE FOR THE ELECTION OF SAID PERSONS TO THE BOARD OF

DIRECTORS. MANAGEMENT DOES NOT CONTEMPLATE THAT ANY OF SUCH

NOMINEES WILL BE UNABLE TO SERVE AS DIRECTORS. HOWEVER, IF, FOR

ANY REASON ANY OF THE PROPOSED NOMINEES DO NOT STAND FOR

DM_TOR/286344-00002/4367671.4C

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ELECTION OR ARE UNABLE TO SERVE AS SUCH, PROXIES IN FAVOUR OF

MANAGEMENT DESIGNEES WILL BE VOTED FOR ANOTHER NOMINEE IN

THEIR DISCRETION UNLESS THE SHAREHOLDER HAS SPECIFIED IN HIS OR

HER PROXY THAT HIS OR HER SHARES ARE TO BE WITHHELD FROM VOTING

IN THE ELECTION OF DIRECTORS.

The following information relating to the nominees as directors is based on information

received by the Corporation from the said nominees.

Name and

Number of

Province and

Common

Country of

Residence and

Principal Occupation

Director

Shares

Since

Beneficially

Position(s) with

Owned,

the Corporation

Controlled or

Directed⁽¹⁾

Todd Halpern

Mr. Halpern is currently President of Halpern Enterprises, a family October 12,

Nil

^(2)(3)(5)

business founded by his father over 57 years ago. Mr. Halpern

2010

Ontario, Canada

joined Halpern Enterprises in 1979, and since has grown the

Chairman &

company tremendously. Today, Halpern Enterprises is a leading

Director

importer of fine wines and spirits into North America,

representing over 100 of the world’s finest wine and spirit

producers.

A member of the Board of Directors of Toronto General Hospital

since 2005, Mr. Halpern is also Chair of the Board of Directors of

the Krembil Neuroscience Centre’s Krembil Discovery Tower and

Krembil Neuro Program. In addition, Mr Halperns chairs the

Grand Cru Culinary Wine Festival, which benefits research at

University Health Network.

Mr. Halpern was formerly a member of the Board of Directors of

Sentinelle Medical Inc. and was involved in the successful

acquisition of the company by Hologic Inc. and is currently a

member of the Board of Directors of Mobilotto Systems Inc., a

software development company focused on creating secure mobile

games for regulated environments.

(2)(3)

DM_TOR/286344-00002/4367671.4C

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Name and

Number of

Province and

Common

Country of

Residence and

Principal Occupation

Director

Shares

Since

Beneficially

Position(s) with

Owned,

the Corporation

Controlled or

Directed⁽¹⁾

James McGovern Mr. McGovern founded Arrow Hedge Partners Inc. in 1999 after

N/A

1,904,762

Ontario, Canada

working for over thirteen years at BPI Financial Corporation

Vice-Chair &

(Canada) (“BPI”), the company of which he co-founded, and

Chief Executive

where he ultimately held the positions of President and Chief

Officer

Executive Officer. BPI, a publicly traded company, managed or

administered over $6 billion in investment assets on behalf of

Canadian and U.S. investors.

Mr. McGovern was the founding Chairman (currently, Past

Chairman) of the Canadian Chapter of the Alternative Investment

Management Association (“AIMA”). He is actively involved in

the international hedge fund community and has spoken at

conferences in Canada and globally.

Mr. McGovern graduated from the University of Toronto with a

Bachelor of Commerce and Finance degree in 1985. He is active

in charitable organizations, including Hedge Funds Care Canada

and the University Health Network.

Mr. McGovern also serves on the Board of Trustees of the Fraser

Institute, an independent Canadian economic and social research

and educational organization.

Michael Boulter

Michael Boulter is the Vice-President and COO of the Company.

May 17,

5,000,000⁽⁴⁾

Ontario, Canada

2010

Vice-President,

Prior to joining the Company in 2009, Mr. Boulter was the

COO & Director

founder of ENAJ Mercantile Corporation (“ENAJ”) and the

principal architect of its proprietary software, the Stealth© “Black

Box” E-mini S&P 500 Futures trading system (previously known

as the EMC-ALGO software), which was acquired by the

Company in 2009 and remains one of its core assets.

From 1986 to 2008, Mr. Boulter was employed as a Quantitative

Analyst/Portfolio Strategist and Institutional Salesman by several

major investment houses in Canada and the United States. He

holds an Economics degree from York University where he

studied through the early 1980’s, specializing in Econometrics.

DM_TOR/286344-00002/4367671.4C

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Name and

Number of

Province and

Common

Country of

Residence and

Principal Occupation

Director

Shares

Since

Beneficially

Position(s) with

Owned,

the Corporation

Controlled or

Directed⁽¹⁾

Dr. Alex Bogdan

Dr. Alex Bogdan is the CTO of the Company.

N/A

8,927,520

Ontario, Canada

President and Chief The lead scientist and developer behind the Stealth© software, Dr.

Technology Officer Bogdan holds a PhD in artificial intelligence and cybernetics, a

master’s degree in Power Electronics and a bachelor’s degree in

mathematical psychology.

Prior to developing Stealth©, Dr. Bogdan was involved in many

important scientific projects in Europe, Canada and the United

States. He is the author of more than 50 international patents on

various devices and methods, some of which have been

successfully implemented and commercialized by private and

public companies around the world.

In 1985 he was awarded a prestigious national award (gold medal)

for exceptional achievement in science dedicated to a scientist

under the age of 30.

Edward Milstein

Edward Milstein has a broad range of business interests but is

N/A

Connecticut,

primarily involved in real estate, land development, banking and

United States

the funding of early round venture capital for companies involved

in cable television, real-estate services, computer software,

Director

internet-related services and applications, as well as other hi-tech

companies.

Mr. Milstein is co-Chairman of both Milstein Brothers Capital

Partners and of Emigrant Savings Bank, a $9 billion institution

with equity in excess of $1 billion. He is also President of Timko

Contracting Corporation, a builder of New York apartments and

office space. The Milstein family has taken a leading role in the

business life of New York City for three generations.

In addition to his various charitable activities, Mr. Milstein has

served as a Board member on the National Crime Prevention

Council, the Citizens Crime Commission of New York City and

of the New York City Police.

DM_TOR/286344-00002/4367671.4C

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Name and

Number of

Province and

Common

Country of

Residence and

Principal Occupation

Director

Shares

Since

Beneficially

Position(s) with

Owned,

the Corporation

Controlled or

Directed⁽¹⁾

Richard Schaeffer Richard Schaeffer is the retired Chairman of NYMEX Holdings,

N/A

1,904,762

New York,

Inc. and the New York Mercantile Exchange. He served as a

United States

member of the Board of Directors of NYMEX from March 1990

to 2008, serving as Treasurer from 1993 to 2004, Vice Chairman

Director

from 2004 to 2006, and Chairman from 2006 to 2008. Mr.

Schaeffer has been a NYMEX member and seat owner since 1981.

Mr. Schaeffer has also served as a director on the Board of

Directors of the leading Norwegian financial derivatives exchange

IMAREX as well as on the Board of Directors of the Montreal

Stock Exchange. Mr. Schaeffer currently serves as a special

advisor to General Atlantic, a leading global private equity

investment firm.

Deeply involved with children’s charitable causes for many years,

Mr. Shaeffer was Chairman of the NYMEX Foundation’s Board

of Directors from 2006 to 2008, a board he was first invited to join

in 1989. He currently sits on the Board of Directors of the

Museum of American Finance and of the Tribeca Film Festival,

He has also raised funds for New York Presbyterian Hospital and

the We Are Family Foundation among others.

In 2008, Mr. Schaeffer was honoured by Foundation Fighting

Blindness during their NYC Dining in the Dark event. He was

awarded Chai Lifeline’s Man of the Year in 2005 and again in

2008. He received the We Are Family Foundation Visionary

Award in 2007 and the United Cerebral Palsy of Suffolk County,

NY Distinguished Leader Award in 2006. Futures & Options for

Kids granted him their Community Service Award in 2007.

Mr. Schaeffer graduated from the Robert H. Smith School of

Business at the University of Maryland in 1974. He delivered the

school’s commencement address in 2006.

DM_TOR/286344-00002/4367671.4C

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Name and

Number of

Province and

Common

Country of

Residence and

Principal Occupation

Director

Shares

Since

Beneficially

Position(s) with

Owned,

the Corporation

Controlled or

Directed⁽¹⁾

Alfred Apps⁽³⁾

Alfred Apps is one of Canada’s leading counsel in the area of

N/A

Ontario, Canada

restructuring, corporate finance, mergers and acquisitions, private

Director

equity investment and infrastructure finance and has been ranked

as a leading lawyer by LEXPERT© and UK-based Practical Law

Company©. He has acted on many of the significant Canadian

corporate restructurings. In 2009, he acted as debtor counsel in the

$32BN restructuring of the Canadian third party (i.e. non-bank)

asset-backed commercial paper market, the largest such

transaction in Canadian history.

Apps joined the international law firm of Fasken Martineau

DuMoulin LLP (“Fasken Martineau”) as an associate in 1989

and was named partner in 1991. In 1993, he withdrew from the

partnership on being named CEO of The Lehndorff Group (an

international commercial real estate firm with assets in Canada,

the United States and Europe), where he led a 47-lender $1 billion

debt restructuring and oversaw the creation of one of Canada’s

first real estate investment trusts, Residential Equities REIT or

RESREIT (now CAPREIT). In 1998, Mr. Apps led a business

combination between The Lehndorff Group and Dundee Realty

Corporation and, following a short period as President and COO

of the successor corporation, was appointed CEO of Newstar

Technologies Inc. In 2001, upon completing a merger of Newstar

with three of its principal U.S. competitors, together with a

US$140 million first-round equity financing, he rejoined the

partnership at Fasken Martineau, where he continues to practice

corporate/commercial law specializing in corporate mergers,

acquisitions and financings as Counsel.

In addition to being a longtime member of the Huron University

College Corporation, Apps served as a member (2001-2006) and

as Chair (2006-2007) of the Foundation Board of Directors for the

Centre for Addiction and Mental Health in Toronto and was

President of the Empire Club of Canada for the 2009-2010 year.

He has been active in a number of arts and youth-oriented

charities. On March 31, 2009, he was acclaimed as President of

the Liberal Party of Canada, a position he still holds.

Mr. Apps is an honours graduate of the University of Western

Ontario and of the University of Toronto Faculty of Law.

DM_TOR/286344-00002/4367671.4C

- 14 -

Name and

Number of

Province and

Common

Country of

Residence and

Principal Occupation

Director

Shares

Since

Beneficially

Position(s) with

Owned,

the Corporation

Controlled or

Directed⁽¹⁾

Simon Posen

Mr. Posen was born and raised in the United Kingdom and moved

N/A

2,095,038

New York,

to the United States in 1993, where he immediately began working

United States

at the New York Mercantile Exchange (“NYMEX”). He became

an independent Precious Metal Trader in 1996. From January

Director

1998 through March 1999 he ran the floor operations for Mitsui

USA. In July of 1999, he became a member of the NYMEX,

specializing as an independent market maker in the Natural Gas

market. Mr. Posen left the floor in 2008 to pursue electronic

trading opportunities.

John Gibson

John Gibson is CEO and a founder of Integral Wealth Securities

N/A

476,190

Ontario, Canada

Limited, a national securities dealer headquartered in Toronto.

Director

Integral provides investment banking, institutional sales / trading

to corporate and institutional clients as well as wealth management

services to individuals.

Prior to Integral, Mr. Gibson was CEO of Patriot Equities Corp.

(“Patriot”), a TSX-listed real estate company engaged in the re-

development of urban shopping centres. Prior to his time at

Patriot, Mr. Gibson was engaged in the acquisition of distress

commercial mortgage loans from Canadian lending institutions in

conjunction with Lone Star Opportunity Fund, and prior to Lone

Star’s formation, with the Brazos Fund.

Mr. Gibson is a past President of the Couchiching Institute on

Public Affairs, Canada’s oldest non-partisan forum on public

affairs.

Mr. Gibson holds a Bachelor of Commerce (Honours) degree from

Queen’s University.

Notes:

Information as to Common Shares beneficially owned, not being in the knowledge of the Corporation, has been

furnished by the respective directors, and does not include Common Shares that may be acquired upon exercise of stock options

or share purchase warrants of the Corporation. The following directors hold warrants to acquire the number of Common Shares

indicated below at $0.0525 per Common Share. The warrants expire on March 31, 2011.

Name of Director

Number of Warrants to acquire Common Shares

Arrow Hedge Partners Inc. (James McGovern controls this

7,619,048

company)

Richard Schaeffer

7,619,048

Simon Posen

8,380,952

John Gibson

1,904,760

DM_TOR/286344-00002/4367671.4C

- 15 -

Pursuant to an agreement to restructure its indebtedness reached in January 2010, certain insiders led by Mr. Todd

Halpern agreed to purchase and hold promissory notes of the Company in an aggregate principal amount of US$2,407,212,

together with interest accruing thereon at the rate of Prime + 1% (the “Notes”). Under the terms of the agreement, the Company

may elect at any time prior to March 30, 2011, to pay all, but not less than all, of the aggregate principal amount then outstanding

on one or more of the Notes, together with accured and unpaid interest thereon, by issuing to the holder a number of Common

Shares equal to the amount then owning on the relevant note divided by an issue price of $0.0525 per share. Although holders of

the Notes have also agreed to extend the term of the Notes for three (3) years on the same terms and conditions, it is currently

anticipated that the Company will elect to satisfy its indebtedness by the issuance of Common shares. The satisfaction by the

Corporation of all amounts outstanding under the Notes as at February 28, 2010 inclusive of accrued interest would require the

issuance of 47,254,529 Common Shares.

Messrs. Halpern and Apps are trustees under indemnity in respect of a total of 74,647,815 Common Shares of the

Corporation registered in the name of Alpha Voting Trust (the “Trust Shares”) pursuant to a voting trust agreement (the “Voting

Trust”) under which said trustees, acting jointly, have an unfettered discretion to vote the Trust Shares, representing 55.87% of

the issued and outstanding Common Shares of the Corporation on any matter pertaining to the Corporation excepting a

liquidation or winding-up thereof. The Voting Trust is revocable and terminable only in the event that the Common Shares of the

Corporation are no longer listed for trading on a recognized public stock exchange.

Of the total of 5,000,000 Common Shares of the Corporation controlled by Michael Boulter, one-half or 2,500,000

Common Shares are owned by ENAJ Mercantile Corporation, a corporation controlled by Michael Boulter and related persons.

The other 2,500,000 shares issued to Michael Boulter personlly have been issued, in lieu of cash, as compensation for his services

to the Company as a senior officer and become free trading in equal shares over three years commencing on May 15, 2011.

The Corporation has, due to changes in the composition of its Board of Directors during its term, amended the

composition of its Audit Committee to include Todd Halpern, Donald Ziraldo (returning) and Nikolas Perrault (returning). A

new Audit Committee will be formed by the incoming Board of Directors.

Cease Trade Orders or Similar Orders

No proposed director:

(a)

is, as at the date of the Information Circular, or has been, within 10 years before

the date of the Information Circular, a director, chief executive officer or chief

financial officer of any company (including the Corporation) that,

(i)

was subject to an order that was issued while the proposed director was

acting in the capacity as director, chief executive officer or chief financial

officer; or

(ii)

was subject to an order that was issued after the proposed director ceased

to be a director, chief executive officer or chief financial officer and which

resulted from an event that occurred while that person was acting in the

capacity as director, chief executive officer or chief financial officer, or

(b)

is, as at the date of the Information Circular, or has been within 10 years before

the date of the Information Circular, a director or executive officer of any

company (including the Corporation) that, while that person was acting in that

capacity, or within a year of that person ceasing to act in that capacity, became

bankrupt, made a proposal under any legislation relating to bankruptcy or

insolvency or was subject to or instituted any proceedings, arrangement or

compromise with creditors or had a receiver, receiver manager or trustee

appointed to hold its assets; or

DM_TOR/286344-00002/4367671.4C

- 16 -

(c)

has, within the 10 years before the date of the Information Circular, become

bankrupt, made a proposal under any legislation relating to bankruptcy or

insolvency, or become subject to or instituted any proceedings, arrangement or

compromise with creditors, or had a receiver, receiver manager or trustee

appointed to hold the assets of the proposed director.

For the purpose of the preceding paragraph (a), (b) and (c) “order” means:

(a)

a cease trade order;

(b)

an order similar to a cease trade order; or

(c)

an order that denied the relevant company access to any exemption under

securities legislation,

that was in effect for a period of more than 30 consecutive days.

Penalties and Sanctions

No proposed director has been subject to:

(a)

any penalties or sanctions imposed by a court relating to securities legislation or

by a securities regulatory authority or has entered into a settlement agreement

with a securities regulatory authority; or

(b)

any other penalties or sanctions imposed by a court or regulatory body that would

likely be considered important to a reasonable securityholder in deciding whether

to vote for a proposed director.

III.

APPOINTMENT OF AUDITORS

The management designees, if named as proxy, intend to vote the Common Shares

represented by any such proxy for the appointment of Grant Thornton LLP, as auditors of

the Corporation at a remuneration to be fixed by the Board of Directors unless the

shareholder has specified in his, her or its proxy that the Common Shares are to be

withheld from voting in the re-appointment of the auditors.

The Board of Directors recommends that the shareholders vote in favour of the

appointment of Grant Thornton LLP, as auditors of the Corporation until the next annual

meeting, and grant the Board of Directors the authority to determine the remuneration to be paid

to the auditor. During the financial year ended December 31, 2009 and December 31, 2010,

ACAL Group, Chartered Accountants, served as the Corporation’s auditor. ACAL Group,

Chartered Accountants were appointed as auditor to the Corporation on October 26, 2009 and

resigned on February 25, 2011.

The full text of the following documents are attached as Schedule A hereto: (i) Notice of

Change of Auditor referencing the resignation of ACAL Group, Chartered Accountants and the

appointment of Grant Thornton LLP and indicating there are no reportable events (the “Notice”);

DM_TOR/286344-00002/4367671.4C

- 17 -

(ii) a letter from ACAL Group, Chartered Accountants stating their agreement with each

statement in the Notice; and (iii) a letter from Grant Thornton LLP stating their agreement with

each statement in the Notice.

IV.

RATIFICATION OF THE EARLY CONVERSION OF THE SPECIAL

PREFERRED SHARES INTO COMMON SHARES

The special rights and restrictions currently attaching to the Special Preferred Shares are

set out in Schedule B (the “Special Preferred Share Conditions”). The Board of Directors

recommends that shareholders approve and ratify (1) the amendment the Corporation’s articles

of incorporation and, in particular, the Special Preferred Share Conditions, to permit the

immediate conversion of the 5,250,000 Special Preferred Shares into 52,500,000 Common

Shares of the Corporation in accordance with the 10:1 conversion ratio specified in its current

articles of incorporation notwithstanding that a Conversion Event, as defined therein, has not yet

occurred and (2) the implementation of such conversion by the Board of Directors of the

Corporation. In accordance with and subject to the rules and policies of the Canadian National

Stock Exchange (“CNSX”), the shareholders of the Corporation will be asked to consider and if

thought fit, approve a special resolution to convert all of the 5,250,000 Special Preferred Shares

into 52,500,000 Common Shares.

The Board of Directors also recommends that the capital structure of the Corporation be

simplified by allowing for the issuance of only one class of common shares, being the Common

Shares, and one class of preferred shares, being the Special Preferred Shares.

The shareholders of the Corporation will be asked to consider, and if thought fit, to pass

the following resolution:

“BE IT RESOLVED THAT:

(i)

the special rights and restrictions currently attaching to the special convertible

Class B preferred shares (Series 1) of the Corporation, being Part 28 of the

Articles of the Corporation, be amended to permit the immediate conversion of

the 5,250,000 Special Preferred Shares into 52,500,000 Class A common shares

of the Corporation in accordance with the 10:1 conversion ratio specified

notwithstanding that a Conversion Event, as defined therein, has not yet occurred;

(ii)

the conversion of all of the 5,250,000 special convertible Class B preferred

shares (Series 1) of the Corporation into 52,500,000 Class A common shares of

the Corporation as described in the Information Circular of the Corporation dated

February 28, 2011 be and is hereby approved, adopted, ratified and confirmed;

(iii)

the simplification of the capital structure of the Corporation into one class of

preferred shares, being the special convertible Class B preferred shares (Series 1),

and one class of common shares, being Class A common shares, all as described

in the Information Circular of the Corporation dated February 28, 2011 be and is

hereby approved, adopted, ratified and confirmed; and

DM_TOR/286344-00002/4367671.4C

- 18 -

(iv)

any one director or officer of the Corporation be authorized to make all such

arrangements, to do all acts and things and to sign and execute all documents and

instruments in writing, whether under corporate seal or otherwise, as may be

considered necessary or advisable to give full force and effect to the foregoing.”

The resolution must be approved by a majority approval of no less than two thirds

of the votes cast at the Meeting by the holders of Common Shares.

If named as proxy, the management designees intend to vote the Common Shares

represented by such proxy for approval of the conversion of the Special Preferred Shares

into Common Shares, unless otherwise directed in the instrument of proxy.

RATIFICATION OF THE CONTINUANCE OF THE CORPORATION FROM

BRITISH COLUMBIA INTO ONTARIO UNDER THE NAME QUANTITATIVE

ALPHA TRADING INC. AND ADOPTION OF A NEW GENERAL BY-LAW

The Corporation is currently existing under the BCBCA and the Corporation is seeking

shareholder approval to continue the Corporation to Ontario under the Ontario Business

Corporations Act (“OBCA”). Upon the Continuance, the BCBCA will cease to apply to the

Corporation and the Corporation will thereupon become subject to the OBCA, as if it had been

originally incorporated as an Ontario company. The Continuance will not result in any change in

the business of the Corporation or its assets, liabilities or net worth, nor in the persons who

constitute the Corporation’s Board of Directors and management. The listing of the

Corporation’s shares on the CNSX will not in any way be affected by the Continuance. The

continuance is not a reorganization, an amalgamation or a merger.

The management and head office of the Corporation is located in Toronto, Ontario and,

as such, management believes that it will be more efficient and cost effective for the Corporation

to be governed by the laws of Ontario.

If the resolution is approved at the Meeting, the Corporation shall apply to and file all

necessary documentation with the Registrar under the BCBCA for an authorization to continue

into the Province of Ontario. Immediately following the receipt of the Registrar’s authorization,

the Corporation shall apply for a certificate of continuance and file articles of continuance

substantially in the form of Schedule C (“Articles of Continuance”) to continue the Corporation

into Ontario. The articles of continuance will constitute the governing instrument of the

continued company under the OBCA and the certificate of continuance issued by the Director

under the OBCA will be deemed to be the certificate of incorporation of the continued company.

The Board of Directors recommends that the Corporation be continued from British

Columbia into Ontario, effect a name change to the name Quantitative Alpha Trading Inc. by

way of the filing of Articles of Continuance and adopt a new general by-law. The shareholders of

the Corporation will be asked to consider and if thought fit, approve a special resolution to

continue the Corporation from British Columbia into Ontario under the name Quantitative Alpha

Trading Inc., authorize the filing of the Articles of Continuance, apply to the Registrar of

Corporations (Ontario) to permit the continuance and to the Registrar of Companies (B.C.) to

DM_TOR/286344-00002/4367671.4C

- 19 -

permit the continuance and to adopt a new general by-law in substantially the form of text

attached hereto as Schedule D.

The shareholders of the Corporation will be asked to consider, and if thought fit, to pass

the following resolution:

“BE IT RESOLVED THAT:

(i)

the continuance of the Corporation from British Columbia into Ontario under the

name Quantitative Alpha Trading Inc. as described in the Information Circular of

the Corporation dated February 28, 2011 and the filing of articles of continuance

substantially in the form annexed thereto as Schedule C be and is hereby

approved, adopted, ratified and confirmed;

(ii)

the Corporation is hereby authorized and directed to apply to the Registrar of

Corporations (Ontario) to permit the continuance in accordance with section 180

of the Ontario Business Corporations Act as if the Corporation had been

incorporated under the laws of Ontario;

(iii) the Corporation is hereby authorized and directed to apply to the Registrar of

Companies (B.C.) to permit the continuance in accordance with section 308 of the

British Columbia Corporations Act;

(iv)

the adoption of a new general by-law as described in the Information Circular of

the Corporation dated February 28, 2011 be and is hereby approved, adopted,

ratified and confirmed; and

(v)

any one director or officer of the Corporation be authorized to make all such

arrangements, to do all acts and things, to amend the articles of the Corporation to

comply with the Ontario Business Corporations Act and to sign and execute all

documents and instruments in writing, whether under corporate seal or otherwise,

as may be considered necessary or advisable to give full force and effect to the

foregoing.”

The special resolution must be approved by a majority approval of not less than two

thirds of the votes cast at the Meeting by the holders of Common Shares.

If named as proxy, the management designees intend to vote the Common Shares

represented by such proxy for approval of the continuance of the Corporation from British

Columbia into Ontario under the name Quantitative Alpha Trading Inc., the filing of the

Articles of Continuance, the applications to the Registar of Corporations (Ontario) and the

Registrar of Companies (British Columbia) to permit the continuance and the adoption of

a new general by-law, unless otherwise directed in the instrument of proxy.

If the Special Resolution approving the continuance is approved by the special majority,

any shareholder of the Corporation may send a notice of dissent, pursuant to section 309 of the

BCBCA. A dissenting shareholder is entitled to be paid for the fair market value of the shares in

accordance with section 185 of the OBCA,

DM_TOR/286344-00002/4367671.4C

- 20 -

VI.

RATIFICATION OF THE LONG-TERM INCENTIVE PLAN

The Board of Directors recommends the adoption of a long-term incentive plan.

Shareholders will be asked to consider and if thought fit, approve an ordinary resolution to

approve the adoption of the Corporation’s long-term incentive plan (the “LTIP”). The full text

of the LTIP is attached as Schedule E hereto.

The shareholders of the Corporation will be asked to consider, and if thought fit, to pass

the following resolution:

“BE IT RESOLVED THAT:

(i)

the long-term incentive plan of the Corporation as described in the Information

Circular of the Corporation dated February 28, 2011 be and is hereby approved,

adopted, ratified and confirmed; and

(ii)

any one director or officer of the Corporation be authorized to make all such

arrangements, to do all acts and things and to sign and execute all documents and

instruments in writing, whether under corporate seal or otherwise, as may be

considered necessary or advisable to give full force and effect to the foregoing.”

The resolution must be approved by a simple majority approval of the votes cast at

the Meeting by the holders of Common Shares.

If named as proxy, the management designees intend to vote the Common Shares

represented by such proxy for approval of the long-term incentive plan of the Corporation,

unless otherwise directed in the instrument of proxy.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Definitions:

For the purpose of this Information Circular:

“CEO” means an individual who acted as chief executive officer of the company,

or acted in a similar capacity, for any part of the most recently completed

financial year;

“CFO” means an individual who acted as chief financial officer of the

Corporation, or acted in a similar capacity, for any part of the most recently

completed financial year;

“company” includes other types of business organizations such as partnerships,

trusts and other unincorporated business entities;

DM_TOR/286344-00002/4367671.4C

- 21 -

“equity incentive plan” means an incentive plan, or portion of an incentive plan,

under which awards are granted and that falls within the scope of Section 3870 of

the Handbook;

“Handbook” means the Handbook of the Canadian Institute of Chartered

Accountants, as amended from time to time;

“incentive plan” means any plan providing compensation that depends on

achieving certain performance goals or similar conditions within a specified

period;

“incentive plan award” means compensation awarded, earned, paid, or payable

under an incentive plan;

“NEO” or “Named Executive Officer” means each of the following individuals:

(a)

a CEO;

(b)

a CFO;

(c)

each of the three most highly compensated executive officers, or the three

most highly compensated individuals acting in a similar capacity, other

than the CEO and CFO, at the end of the most recently completed

financial year whose total compensation was, individually, more than

$150,000, as determined in accordance with subsection 1.3(6) of National

Instrument 51-102, for that financial year; and

(d)

each individual who would be an NEO under paragraph (c) but for the fact

that the individual was neither an executive officer of the company, nor

acting in a similar capacity, at the end of that financial year;

“non-equity incentive plan” means an incentive plan or portion of an incentive

plan that is not an equity incentive plan;

“option-based award” means an award under an equity incentive plan of options,

including, for greater certainty, share options, share appreciation rights, and

similar instruments that have option-like features;

“plan” includes any plan, contract, authorization, or arrangement, whether or not

set out in any formal document, where cash, securities, similar instruments or any

other property may be received, whether for one or more persons;

“share-based award” means an award under an equity incentive plan of equity-

based instruments that do not have option-like features, including, for greater

certainty, common shares, restricted shares, restricted share units, preferred share

units, phantom shares, phantom share units, common share equivalent units, and

stock.

DM_TOR/286344-00002/4367671.4C

- 22 -

Given the Corporation’s current size and stage of development, the Board of Directors

has not appointed a formal compensation committee, however it is the Board of Directors’ policy

that management directors are required to abstain from voting in respect of their own

compensation thereby providing the independent members of the Board of Directors with

considerable input as to executive compensation. The Board of Directors’ compensation

philosophy is aimed at attracting and retaining quality and experienced people with established

records in managing and maintaining public companies which is critical to the success of the

Corporation. These key persons create the framework for future success and later will share in

any success of the Corporation. Such a reward system supports the Corporation’s commitment to

delivering strong performance for the Shareholders. At the present time the Corporation does not

have a compensation program in place for its NEOs or directors, as is evidenced by the Summary

Compensation Table, below. See also Compensation of Directors, later in this Information

Circular.

The Board of Directors reviews on an annual basis the corporate goals and objectives

relevant to executive compensation, and determines if a compensation package should be

implemented. The Board of Directors also takes into consideration the Corporation’s overall

performance, shareholder returns, the value of similar incentive awards to executive officers at

comparable companies and the awards given to executive officers in past years. The Board of

Directors intends to make awards to senior officers including NEOs and directors under the LTIP

subject to the approval of the LTIP by shareholders.

Summary Compensation Table

The following table provides a summary of the total compensation for the three most

recently completed financial years paid to the Named Executive Officers: the President and

CEO, and the CFO and the three most highly compensated executive officers, other than the

CEO and CFO of the Corporation. No other executive officer of the Corporation or any of its

subsidiaries received total compensation in excess of $150,000 in respect of the financial year

ended December 31, 2010.

Non-Equity Incentive

Plan Compensation

($)

Share-

Option-

Name and

Based

Annual

Long-term

Pension

All Other

Total

Principal

Year

Salary

Awards

Awards⁽¹⁾

Incentive

Value

Compensation

Position

Ended

($)

Plans

($)

Michael

2010

N/A

520,625

N/A

520,625

Boulter,

Common

Common Shares

President

and Interim

CEO⁽¹⁾

DM_TOR/286344-00002/4367671.4C

- 23 -

Non-Equity Incentive

Plan Compensation

($)

Share-

Option-

Name and

Based

Annual

Long-term

Pension

All Other

Total

Principal

Year

Salary

Awards

Awards⁽¹⁾

Incentive

Value

Compensation

Position

Ended

($)

Plans

($)

Alex

2010

N/A

75,165.09⁽⁶⁾

75,165.09

Bogdan

Chief

Technology

Officer

Rana Vig

2010

$30,000

N/A

Nil

N/A

$30,000

Vice-

President,

Corporate

Operartions

Lucky

2010

N/A

Janda⁽²⁾

2009

N/A

$48,229 finders

$264,979

CEO,

fees to 849928

President

BC Ltd..⁽³⁾

$22,750

management fees

to Cambrel

Industries Ltd.^(3)\

$45,000

management fees

to INFA

Investment Ltd.⁽³⁾

$39,000

consulting fees to

Cambrel

Industries Ltd..⁽³⁾

$50,000 property

research fees to

Forbes and

Manhattan BC

Ltd..⁽³⁾

$60,000 rent to

Cambrel

Industries Ltd..⁽³⁾

2008

N/A

Sandeep

2010

N/A

Nil

N/A

$3,000

Poonia

2009

N/A

$3,000 director’s

$3,000

President⁽⁴⁾

fees

DM_TOR/286344-00002/4367671.4C

- 24 -

Non-Equity Incentive

Plan Compensation

($)

Share-

Option-

Name and

Based

Annual

Long-term

Pension

All Other

Total

Principal

Year

Salary

Awards

Awards⁽¹⁾

Incentive

Value

Compensation

Position

Ended

($)

Plans

($)

Parmjeet

2009

N/A

$3,000 director’s

$3,000

Johal

fees

Harpreet

2009

N/A

$3,000 director’s

$3,000

Janda

fees

Chief

2008

N/A

Financial

Officer

Curt Huber

2009

N/A

President₍₅₎

2008

N/A

Notes:

Mr. Boulter became President and Interim CEO of the Company on May 15, 2010.

Mr. Janda served as CEO and a director of the Corporation until October 12, 2010.

Company which Mr. Janda controls and is on the Board of Directors.

Mr. Sandeep Poonia served as President and a director of the Corporation until May 15, 2010.

Mr. Huber resigned as President and a director of the Corporation April 8, 2009.

Consulting fees paid to Dr. Bogdan.

INCENTIVE PLAN AWARDS

Outstanding Share-Based Awards and Option-Based Awards

The Corporation has not had a formalized stock option plan for the granting of incentive

stock options to the officers, employees, consultants and Directors.

PENSION PLAN BENEFITS

The Corporation does not have any pension, retirement or deferred compensation plans,

including defined contribution plans.

TERMINATION AND CHANGE OF CONTROL BENEFITS

The Corporation has not entered into any compensatory plans, contracts or arrangements

with any of its Named Executive Officers whereby such officers are entitled to receive

compensation as a result of the resignation, retirement or any other termination of employment

of the Named Executive Officer with the Corporation or from a change in control of the

DM_TOR/286344-00002/4367671.4C

- 25 -

Corporation or a change in the Named Executive Officer’s responsibilities following a change in

control.

DIRECTOR COMPENSATION

Information regarding the compensation received, including options, from the

Corporation by any director who was also a Named Executive Officer during the financial year

ended December 31, 2010 may be found under the heading “Summary Compensation Table.”

Non-management directors of the Corporation do not currently receive any compensation

for their services as directors of the Corporation. The directors are entitled to be reimbursed for

reasonable expenditures incurred in performing their duties as directors.

Executive officers who also act as directors of the Corporation do not receive any

additional compensation for services rendered in their capacity as directors.

Director Compensation

With the exception of the compensation provided to Nikolas Perrault described in the

table below, there was no compensation provided to the directors or director nominees for the

most recently completed financial year.

Non-equity

Share-

Option-

incentive

Pensio

Fees

Based

plan

All Other

Total

Year

Earned

Awards

Awards⁽¹⁾

compensation

Value

Compensation

Name

Ended

($)

Nikolas

2010

N/A

250,000 Special

Perrault,

Preferred

Preferred Shares

Director

Shares⁽¹⁾

2009

N/A

183,000

Common Shares

to Twilight

Capital⁽²⁾⁽³⁾

Notes:

Private placement finder’s fee earned by Mr. Perrault prior to joining the Board of Directors.

Company in which Nikolas Perrault controls and is on the Board of Directors.

Outstanding Share-Based Awards and Option-Based Awards

No director has any awards outstanding at the end of the most recently completed

financial year. This includes awards granted before the most recently completed financial year.

DM_TOR/286344-00002/4367671.4C

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EQUITY COMPENSATION PLAN INFORMATION

As of December 31, 2010, the Corporation’s most recently completed financial year, the

Corporation had terminated its only equity compensation plan, being the plan approved by the

shareholders of the Corporation on May 31, 2006, and no options, warrants or other rights were

outstanding thereunder. The LTIP has been proposed for consideration by shareholders at the

Meeting.

CORPORATE GOVERNANCE

General

Corporate governance relates to the activities of the Board of Directors of the

Corporation (the “Board of Directors”), the members of which are elected by and are

accountable to the shareholders, and takes into account the role of the individual members of

management who are appointed by the Board of Directors and who are charged with the day to

day management of the Corporation. The Board of Directors and senior management consider

good corporate governance to be central to the effective and efficient operation of the

Corporation.

The Canadian Securities Administrators (the “CSA”) have adopted National Policy 58-

201 Corporate Governance Guidelines, which provides non-prescriptive guidelines on corporate

governance practices for reporting issuers such as the Corporation. The Corporation has

reviewed its own corporate governance practices in light of these guidelines. In certain cases, the

Corporation’s practices comply with the guidelines, however, the Board of Directors considers

that some of the guidelines are not suitable for the Corporation at its current stage of

development and therefore these guidelines have not been adopted.

In addition, the CSA have implemented National Instrument 58-101 Disclosure of

Corporate Governance Practices (“NI 58-101”), which prescribes certain disclosure by the

Corporation of its corporate governance practices. This disclosure is presented below. As a

“venture issuer”, as defined in NI 58-101, the Corporation is required to make such disclosure

with reference to the requirements of Form 58-101F2, which disclosure is set forth below.

Board of Directors - Structure and Composition

The Board of Directors currently consists of four directors, of whom two (2) are

independent, namely Messrs. Ziraldo and Perrault. None of the independent directors has any

direct or indirect material relationship with the Corporation (other than shareholdings) which

could, in the view of the Corporation’s Board of Directors, reasonably interfere with the exercise

of a director’s independent judgment. If management’s nominees for directors are elected at the

Meeting, following the Meeting the Board of Directors will consist of nine (9) directors, of

whom two (3) will be independent including Messrs. Gibson, Milstein and Schaeffer.

The following prospective directors are not independent:

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1. Messrs. Halpern and Apps on the basis that, on account of their position as trustees of

Alpha Holding Trust, they jointly control the votes represented by 74,647,815 Common Shares

of the Corporation; and

2. Messrs. Bogdan, Boulter and McGovern on the basis that they also serve and are

employed as senior officers of the Corporation.

Board of Directors – Mandate of the Board of Directors

The mandate of the Board of Directors is to manage or supervise the management of the

business and affairs of the Corporation and to act with a view to the best interests of the

Corporation. In doing so, the Board of Directors oversees the management of the Corporation’s

affairs directly and through its Audit Committee (see “Committees of the Board of Directors”

below). In fulfilling its mandate, the Board of Directors, among other matters, is responsible for

reviewing and approving the Corporation’s overall business strategies and its annual business

plan, reviewing and approving the annual corporate budget and forecast, reviewing and

approving significant capital investments outside the approved budget; reviewing major strategic

initiatives to ensure that the Corporation’s proposed actions accord with shareholder objectives;

reviewing succession planning; assessing management’s performance against approved business

plans and industry standards; reviewing and approving the reports and other disclosure issued to

shareholders; ensuring the effective operation of the Board of Directors; and safeguarding

shareholders’ equity interests through the optimum utilization of the Corporation’s capital

resources. The Board of Directors also takes responsibility for identifying the principal risks of

the Corporation’s business and for ensuring these risks are effectively monitored and mitigated

to the extent reasonably practicable. At this stage of the Corporation’s development, the Board of

Directors does not believe it is necessary to adopt a written mandate, as sufficient guidance is

found in the applicable corporate and securities legislation and regulatory policies. However, as

the Corporation grows, the Board of Directors will move to develop a formal written mandate.

In keeping with its overall responsibility for the stewardship of the Corporation, the

Board of Directors is also responsible for the integrity of the Corporation’s internal control and

management information systems and for the Corporation’s policies respecting corporate

disclosure and communications.

The Board of Directors ordinarily delegates to management, through the Chief Executive

Officer and Chief Financial Officer, responsibility for meeting defined corporate objectives,

implementing approved strategic and operating plans, carrying on the Corporation’s business in

the ordinary course, managing the Corporation’s cash flow, evaluating new business

opportunities, recruiting staff and complying with applicable regulatory requirements. The Board

of Directors also looks to management to furnish recommendations respecting corporate

objectives, long-term strategic plans and annual operating plans.

The Board of Directors has found that the fiduciary duties placed on management by the

Corporation’s governing corporate legislation and common law and the restrictions on an

individual director’s participation in decisions of the Board of Directors in which the director has

an interest under applicable corporate and securities legislation provide the “independent”

directors with significant input and leadership in exercising their responsibilities for independent

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oversight of management. In addition, each member of the Board of Directors understands that

he is entitled to seek the advice of an independent expert if he reasonably considers it warranted

under the circumstances and the “independent” directors have the ability to meet independently

of management whenever deemed necessary.

Directorships

The following directors and nominee directors of the Corporation are also directors of

other reporting issuers, as described in the table below:

Name of Director

Other reporting issuer (or equivalent in a foreign jurisdiction)

Richard Schaeffer

Vocaltec

Orientation and Continuing Education of Board of Directors Members

Orientation and education of new members of the Board of Directors is conducted

informally by management and members of the Board of Directors. The orientation provides

background information on the Corporation’s history, performance and strategic plans.

New directors are briefed on strategic plans, short, medium and long term corporate

objectives, business risks and mitigation strategies, corporate governance guidelines and existing

company policies. However, there is no formal orientation for new members of the Board of

Directors, and this is considered to be appropriate, given the Corporation’s size and current

operations.

The skills and knowledge of the Board of Directors as a whole is such that no formal

continuing education process is currently deemed required. The Board of Directors is comprised

of individuals with varying backgrounds, who have, both collectively and individually, extensive

experience in running and managing public companies. Board of Directors members are

encouraged to communicate with management, auditors and technical consultants to keep

themselves current with industry trends and developments and changes in legislation, with

management’s assistance. Board of Directors members have full access to the Corporation’s

records.

Measures to Encourage Ethical Business Conduct

The Board of Directors expects management to operate the business of the Corporation in

a manner that enhances shareholder value and is consistent with the highest level of integrity.

Management is expected to execute the Corporation’s business plan and to meet performance

goals and objectives.

To date, the Board of Directors has not adopted a formal written Code of Business

Conduct and Ethics. The Board of Directors has found that the fiduciary duties placed on

individual directors by the Corporation’s governing corporate legislation and the common law,

as well as the restrictions placed by applicable corporate and securities legislation on the

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individual director’s participation in decisions of the Board of Directors in which the director has

an interest, have been sufficient to ensure that the Board of Directors operates independently of

management and in the best interests of the Corporation and its shareholders.

Nomination of Board of Directors Members

Given its current size and stage of development, the Board of Directors has not appointed

a nominating committee and these functions are currently performed by the Board of Directors as

a whole. Nominees are generally the result of recruitment efforts by Board of Directors

members, including both formal and informal discussions among Board of Directors members

and the President, and proposed directors’ credentials are reviewed in advance of a Board of

Directors meeting with one or more members of the Board of Directors prior to the proposed

director’s nomination. It is anticipated that the Board of Directors will establish a Governance

and Nominating Committee for the coming year.

Composition of the Board of Directors

Members of the Board of Directors are not compensated for acting as directors, save for

being granted incentive stock options which may be granted pursuant to the policies of the

Exchange and the Corporation’s LTIP. The Board of Directors as a whole determines the stock

option grants for each director.

In addition, compensation to be paid to executive officers who are also directors must be

approved by the disinterested directors thereby providing the non-executive officer directors with

significant input into compensation decisions.

Board of Directors Committees

The Board of Directors is satisfied that in view of the size and composition of the Board

of Directors, it is more efficient and cost effective for the full Board of Directors to perform the

duties that would be required by standing committees, other than the audit committee. Over the

coming year, it is anticipated that additional standing and/or ad hoc committees may be formed

as required.

Assessment of Directors, the Board of Directors and Board of Directors Committees

The Board of Directors does not, at present, have a formal process in place for assessing

the effectiveness of the Board of Directors as a whole, its committees or individual directors, but

will consider implementing one in the future should circumstances warrant. Based on the

Corporation’s current size, its stage of development and the limited number of individuals on the

Board of Directors, the Board of Directors considers a formal assessment process to be

inappropriate at this time. The Board of Directors plans to continue evaluating its own

effectiveness and the effectiveness and contribution of its committees or individual directors on

an ad hoc basis.

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AUDIT COMMITTEE

Audit Committee Charter

A copy of the Audit Committee Charter is attached hereto as Schedule F.

Composition of the Audit Committee

The Audit Committee was recently reconstituted and currently consists of Todd Halpern,

Nikolas Perrault and Donald Ziraldo. The Audit Committee will be re-constituted after the

Meeting. All of the Audit Committee members are independent and financially literate under

National Instrument 52-110 - Audit Committees.

Reliance on Certain Exemptions

The Corporation is relying upon the exemption granted in section 6.1 of National

Instrument 52-110 - Audit Committees as a Venture Issuer.

Pre-Approval Policies and Procedures

Under the policy, the Audit Committee shall approve all non-audit services to be

provided by the independent auditor prior to the services being performed, including the amount

of any related fees. To the extent deemed necessary by the Audit Committee, it shall have the

authority to engage outside counsel and/or independent accounting consultants to review any

matter under its responsibility.

External Auditor Service Fees (By Category)

The following table provides information about the fees billed to the Corporation for

professional services rendered by ACAL Group, Chartered Accountants and Grant Thornton

LLP during fiscal year 2009 and 2010. These fees were paid or estimated to be payable for

services in the year indicated:

2010

2009

Grant Thornton LLP

ACAL Group, Chartered Accountants

($)

Audit Fees⁽¹⁾

$45,000 (est)

$17,000

Audit-Related Fees⁽²⁾

Tax Fees⁽³⁾

$950

All Other Fees⁽⁴⁾

$3,000

Total:⁽⁵⁾

$45,000

$20,950

Notes:

Audit fees were for professional services rendered for the audit of the Corporation’s annual consolidated financial

statements as well as services provided in connection with statutory and regulatory filings.

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Audit-related fees are fees not included in audit fees that are billed by the auditor for assurance and related services that

are reasonably related to the performance of the audit or review of the Corporation’s financial statements.

Professional services rendered for tax compliance, tax advice and tax planning.

All other fees performed by the Corporation’s auditors.

These fees only represent professional services rendered and do not include any out-of -pocket disbursements or fees

associated with filings made on the Corporation’s behalf. These additional costs are not material as compared to the total

professional services fees for each year.

When active, the Audit Committee ordinarily meets with the Corporation’s auditors

regularly, independent of management, and has direct communication channels with the external

auditors to discuss and review specified issues as appropriate.

At no time since the commencement of the Corporation’s most recently completed

financial year was a recommendation of the Committee to nominate or compensate an external

auditor not adopted by the Board of Directors.

MANAGEMENT CONTRACTS

Management functions of the Corporation are performed by the directors and senior

officers of the Corporation and are not to any substantial degree performed by any other person

or corporation.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No Person has any material interest, direct or indirect, by way of beneficial ownership of

securities or otherwise, in matters to be acted upon at the Meeting other than the election of

directors and approval of the long-term incentive plan. For the purpose of this paragraph,

“Person” shall include each person: (a) who has been a director or executive officer of the

Corporation at any time since the commencement of the Corporation’s last financial year;

(b) who is a proposed nominee for election as a director of the Corporation; or (c) who is an

associate or affiliate of a person included in subparagraphs (a) or (b).

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Since the commencement of the Corporation’s most recently completed financial period,

no informed person of the Corporation, nominee for director or any associate or affiliate of an

informed person or nominee, had any material interest, direct or indirect, in any transaction or

any proposed transaction which has materially affected or would materially affect the

Corporation. An “informed person” means: (a) a director or executive officer of the

Corporation; (b) a director or executive officer of a person or company that is itself an informed

person or subsidiary of the Corporation; (c) any person or company who beneficially owns,

directly or indirectly, voting securities of the Corporation or who exercises control or direction

over voting securities of the Corporation or a combination of both carrying more than 10% of the

voting rights other than voting securities held by the person or company as underwriter in the

course of a distribution; and (d) the Corporation itself, if and for so long as it has purchased,

redeemed or otherwise acquired any of its shares.

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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No individual who is or, at any time during the most recently completed financial year

was, a director or executive officer of the Corporation, and no person who is a proposed nominee

for election as a director of the Corporation, and no associate of any of the foregoing is, or at any

time since the beginning of the most recently completed financial year had been (i) indebted to

the Corporation, or (ii) indebted to another entity where such indebtedness was the subject of a

guarantee, support agreement, letter of credit or other similar arrangement or understanding

provided by the Corporation.

As of February 28, 2011, no executive officer, director, employee or former executive

officer, director or employee of the Corporation was (i) indebted to the Corporation, or

(ii) indebted to another entity where such indebtedness was the subject of a guarantee, support

agreement, letter of credit or other similar arrangement or understanding provided by the

Corporation.

ADDITIONAL INFORMATION

Financial information will be provided in the Corporation’s audited annual financial

statements and accompanying managements’ discussion and analysis (“MD&A”) for the year

ended December 31, 2010. The 2010 audited annual financial statements and MD&A will be

mailed to registered shareholders that have requested them.

Additional information relating to the Corporation is available on the SEDAR website at

www.sedar.com or may be obtained by contacting the Corporation at its business office

5250 Satellite Drive, Unit 22, Mississauga, Ontario, L4W 5G5, or by telephone at (416) 629

1333.

GENERAL

The contents and sending of this Information Circular have been approved by the Board

of Directors of the Corporation. Unless otherwise stated, the information contained herein is

given as of the 28^th day of February, 2011.

DATED as of the 28^th day of February, 2011.

BY ORDER OF THE BOARD OF DIRECTORS

“Michael Boulter”

Michael Boulter, President, Chief Operating Officer and

Interim Chief Executive Officer

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